Terms of Use License to Smarterverse

Welcome to SMARTERVERSE Inc., and our platform for immersive experiences. Our desire is to provide you with an experience that you develop in the future. By entering into these Terms of Service, which constitute a License Agreement between SMARTERVERSE and you governing your access to and use of the service.

Please read this agreement carefully. Your ability to use the space software and platform has certain restrictions. The software is made available to you as a hosted service in accordance with this agreement.

The term, service also includes any documentation, user guides, upgrades, updates, supplements, third-party materials and components, internet-based services and support services provided by, for or on behalf of SMARTERVERSE in connection with use of the software.

SMARTERVERSE terms and conditions that appear in or on, or accompany, any SMARTERVERSE software, materials, items or services also apply and bind you in connection with your use of and access to the service.

By clicking "I AGREE" below, and using the free version released by us. You expressly acknowledge that you are a party to this agreement and agree to be bound by it. This agreement applies to your license to the software, which includes any related materials provided by SMARTERVERSE, including third-party components and materials (a) If you are employed by, an independent agent or contractor under written agreement for or represent or have been authorized by a company or other legal entity or organization, including an academic organization or government agency collectively, organization to access or use the service and software, (b) if you are using it on any device or computer provided to you or paid for by such organization, (c) if your use of the service has been paid for by your organization or if your organization has reimbursed you, (d) if you registered for the service using your organization's domain or email address, (e) if you have used the service on your behalf, (f) if you invite other users of the organization to use the service or enter a virtual space with you, then in all such cases the term "you" also includes such organization and you are acting on its behalf. You hereby represent and warrant to SMARTERVERSE that you are authorized to act on behalf of such organization by accepting the terms of this agreement, and you have ensured that you have the necessary authority to enter into this agreement on your behalf.

You as an individual represent that you are 18 or older, otherwise you are not permitted to enter into this agreement and should not use the service.

  1. THE BASIC LICENSE. The Software is licensed to you for your use during the term, but not sold to you. However, you have the right to download and use the service on your preferred computers and devices, provided that all use of the service is by you, that is, your own use and not use by any other person. You have no right to sublicense it to others, nor to assign any rights granted to you by this agreement or to give your login credentials to any other person. However, you may encourage your colleagues and friends to sample SMARTERVERSE.
  2. SCOPE OF USE. Your license to the service gives you the right to use and sample the service during the term, subject to the limits that apply to the particular license you obtain, as may be indicated in your order form or in a notification from SMARTERVERSE, as SMARTERVERSE is constantly enhancing functionality. SMARTERVERSE will use commercially reasonable efforts to provide you with online notice, or notice to your account, in the event it imposes or modifies technical or numerical limitations on use or makes available new features. SMARTERVERSE reserves the right to apply technical and/or numerical limitations on use of the features it now makes available and will make available in the service, which may vary by the version of license to the service that you obtain. Such limitations and/or user options on features in the service may include without limitation: (a) the amount of time that each session or meeting can last, (b) the number of people who can join the meeting or SMARTERVERSE simultaneous y concurrents (c) the number of SMARTERVERSE that people can save for future use or reference; (d) the volume of customer content uploaded; (e) integration of the service with other software, and (e) other enhanced features pertaining to operational, organizational and security management. SMARTERVERSE is the virtual locale where you can upload customer content as well as meet and interact with other users. There is no limit on how many times you can use the service during the term.
  3. CUSTOMER ACCOUNTS AND USER ACCESS. You as customer and or user will have access to spaces into which certain customer content may be uploaded and shared among users, unless you control access to SMARTERVERSE. You as customer and or user hereby acknowledge and agree that you are solely responsible for managing all access controls, limits and permissions within the service with respect to users and their ability to access SMARTERVERSE or any customer content therein.
  4. TERM OF LICENSE. The license granted to you, which is a subscription license, runs indefinitely for the free potentially limited-use version of the service. Upon expiration of the term if you still intend to use the service, you agree to install and use only the free version of the service, or at SMARTERVERSE email request.
  5. RESTRICTIONS ON USE AND DISCLOSURE. When you access or use any service of SMARETRVERSE., you agree that you will not copy, reverse engineer, decompile or disassemble the software or any portion thereof, nor attempt any activities not expressly permitted by this agreement. Further, you understand and agree that the software is the confidential information and property of SMARTERVERSE. Accordingly, you agree not to disclose the software nor any confidential information about the software, the service or SMARTERVERSE, in whole or in part, to any third party without the prior express written consent of SMARTERVERSE in each instance. In particular, you will not disclose to any third party or disseminate to the public, publish on the internet or elsewhere any tests run on the software or results of such tests, or any feedback concerning the software or service without written permission from SMARTERVERSE. Notwithstanding the foregoing, your opinions and comments are not confidential information, as long as they do not contain confidential information. We appreciate your feedback and therefore subject to the restriction in the previous sentence, You are free to post and blog about SMARTERVERSE and your experience, on your own website or on social media, and to review and critique our products or service, tweet out links to galleries and other third parties as you wish. SMARTERVERSE hosts the spaces that you may create or use on its servers. Consequently SMARTERVERSE has the right, but not the obligation, to monitor the activities that take place in its spaces, primarily to ensure that there is no illegal activity taking place in the spaces, or to respond to information we receive from other users or third parties.
  6. OWNERSHIP. The service, software and any materials provided by SMARTERVERSE or obtained or accessed by you from SMARTERVERSE or its agents shall remain the sole property of SMARTERVERSE and its successors assigns, and under no circumstances may be used in any way other than pursuant to this agreement or other agreement between you and SMARTERVERSE nor may any software or materials, or service, be retained, sold, or reproduced by any means by you except as specified in this agreement or the SMARTERVERSE documentation, and you shall have no intellectual property rights, including but not limited to trade secrets, trademarks, patent rights, copyrights and moral rights in the service or any of the software and materials intellectual property rights. No right or license is granted to you or to any third party by implication, estoppel or otherwise, other than the express rights set forth in this agreement. SMARTERVERSE may discontinue development of the software at any time, which will not affect your subscription license during the term. Any rights that you acquire in such service, software or Materials, other than the license rights granted by this agreement, are hereby assigned to SMARTERVERSE, including all intellectual property rights that you may have or acquire anywhere in the world, including moral rights, to the maximum extent permitted by applicable law, and any other rights you may have pertaining to the service provided by or made accessible by SMARTERVERSE. You will not attempt to register any intellectual property rights anywhere in the world. Given that you may choose to create an avatar that is not a photo or image of you, such avatar may not constitute PII. Similarly, a User name that you choose to use with your customer content that is accessible to other users and possibly to the public but which is not your actual name also may not constitute PII. So whether you choose to publicly list PII is basically your choice. All PII remains the property of the customer, user, data subject. In other words, what SMARTERVERSE brings to the relationship remains SMARTERVERSE property subject to its ownership of all intellectual property rights at all times, and the content that you introduce to a space or the PII that you provide SMARTERVERSE remains your property at all times.
  7. OBLIGATIONS
    • 7.1. Providing the Service. We provide the service to you, and make sure you receive adequate support services. We use great efforts to ensure that the services operate materially in accordance with our online help documentation and other documentation, with the requisite security described in the next paragraph. We will use commercially reasonable efforts to provide support services adequate to your needs for the free version of the service.
    • 7.2. Protecting Personal Data. Both in providing the service, and in protecting confidential information, your customer content and personal data, we use physical, operational and technical safeguards that we believe are adequate to the task and high industry standards, even though it is not possible to guarantee absolute security online, and we always try to ensure that all such safeguards comply with applicable data protection and privacy laws as they evolve. privacy and data protection legislation, including without limitation GDPR.
  8. CONFIDENTIAL INFORMATION. For purposes of this agreement, includes innovations, any information, knowledge or data of either party which the other party and its employees may access or receive relating to the service, software, materials, code, computer programs, accounting methods, marketing techniques, customer names, negotiated customer fee information, financial information, marketing plans, product plans, product or services roadmaps, business strategies, forecasts, personnel information, customer lists, trade secrets and any other nonpublic technical or business information, whether in writing, given to the recipient orally or in any other way communicated or provided to the recipient, which the recipient knows or has reason to know that discloser would like to treat as confidential for any purpose, such as maintaining a competitive advantage or avoiding undesirable publicity. The service, software and any nonpublic documentation shall remain the confidential information of SMARTERVERSE at all times. Neither party as the recipient shall disclose any confidential information of the disclosing party without the prior written consent of the disclosing party, and neither party shall use any confidential information of the disclosing party except with respect to you as recipient, to properly use the license granted under this agreement, or with respect to SMARTERVERSE as recipient, only to the extent necessary to provide and enhance the service and other services, or assist your use of the license you have obtained under this agreement.
  9. USER PROFILE. With respect to your rights in customer content you represent and warrant that you either own, or have all necessary rights to submit to SMARTERVERSE and post, customer content, which may include PII. As with most social media sites, you may also share spaces which include customer content with other users and third parties. You may follow certain spaces and or users, and other users and third parties may choose to follow you. By following certain spaces, you opt in to receive notifications when that space is publicly listed. You may also be notified when a user whom you follow or who follows you is online or takes certain other actions, such as public listing a space, entering a space or opting to follow you or another user or take other actions.
    Your profile in SMARTERVERSE, consisting of the user name that you choose and your avatar, profile, picture is publicly visible. Users also have the option to add a bio and preferred links to their profile. However, you can affirmatively choose to keep your spaces and your customer content in any such space private by toggling to ensure that your space is not publicly listed.
  10. INDEMNIFICATION:
    • 10.1. Customer Indemnification of SMARTERVERSE. You, customer will defend SMARTERVERSE and its personnel and affiliates against any claims that arise from: (a) Customer’s or any of its users violation of this agreement, or (b) infringement or misappropriation by the customer content of the intellectual property rights of a third party, or (c) customer’s or its users’ use or processing of personal data or personally identifiable information in violation of the rights of a data subject, and you will indemnify the SMARTERVERSE indemnitees for reasonable attorney’s fees incurred and damages finally awarded against a SMARTERVERSE indemnitee pursuant to such claim, and for any amounts owed or paid by a SMARTERVERSE indemnitee under a settlement of such claim. However, in the event that you fail to timely take over the defense of a claim under this paragraph, SMARTERVERSE reserves the right to assume the defense of such claim through its own counsel in which event you must pay all such attorney’s fees and costs incurred by SMARTERVERSE. In any settlement, SMARTERVERSE prior written consent shall be required if a SMARTERVERSE indemnitee is affected thereby, not to be unreasonably withheld. This paragraph is SMARTERVERSE sole remedy and your only obligation with respect to a claim against a SMARTERVERSE indemnitee.
  11. LIMITATION OF LIABILITY. SMARTERVERSE shall not be liable for any loss or interruption of business, loss of use or lost revenues, profits or data, or harm to any computer or system even if SMARTERVERSE has been advised of the possibility of such loss. SMARTERVERSE has used commercially available anti-virus technology and has not knowingly included any virus, worm, trojan horse or other malware in the service or software, but makes no warranty of any sort that it is free from same. In no event shall SMARTERVERSE or its licensors be liable for any consequential, indirect, incidental, special or exemplary damages arising out of or connected in any way with this agreement or the transactions contemplated hereunder.
  12. LINKS TO THIRD PARTY WEBSITES. The service and this website may contain links to other independent third-party websites, and we also permit you to link to third-party websites of your own choosing. The linked sites are provided solely as a convenience to our visitors and users. Such linked sites are not under SMARTERVERSE control, and SMARTERVERSE is not responsible for and does not endorse the content of such linked sites, including any content, information or materials contained on such linked sites. You will need to make your own independent judgment regarding your interaction with these linked sites. With respect to chosen sites, our intention is to permit your use of the SMARTERVERSE as a portal into a rich and valuable online experience. However, it is strictly forbidden to link to chosen sites from SMARTERVERSE that are pornographic or obscene, foment violence or hate speech. SMARTERVERSE has the right to terminate or suspend your account at any time should you violate this prohibition.
  13. EXPORT RESTRICTIONS. The software and service are subject to United States export laws and regulations, as well as to international export laws and regulations wherever the service is used. These laws include restrictions on permitted destinations, end users and end use, and on countries subject to sanctions and embargoes. In particular, the service and software cannot be used or exported: (a) into or to a national or resident of any embargoed or terrorist-supporting country as defined by the United States Government; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval.
  14. APPLICABLE LAW. This Agreement shall be governed by the laws of the United States, excluding the application of its conflicts of laws principles. Any dispute arising under or with respect to this Agreement, including with respect to the enforcement of any rights, provisions, or remedies hereunder, shall be solely and exclusively resolved by binding arbitration in to United States. Either party may, without waiving any remedy under this Agreement, seek and receive from any court having jurisdiction injunctive or provisional relief necessary to protect the rights or property of such party pending the outcome of the arbitration hereunder. To the fullest extent permitted by applicable law, each party understands and agrees that you and we are each (a) waiving the right to a trial by jury; and (b) waiving the right to participate in a class or representative action. In any such arbitration, the prevailing party shall recover its attorneys’ fees and costs from the other party, and the arbitral panel shall determine the prevailing party for this purpose.
  15. MODIFICATION OF THE TERMS. It is possible that these terms of service will be expanded or modified as SMARTERVERSE business evolves, provided that any order forms that you entered into with SMARTERVERSE cannot be modified without your written consent. We will use commercially reasonable efforts to give you notice of any material changes, either to the email address associated with your SMARTERVERSE account, or through the service. We also suggest that you review these terms of service from time to time to remain current with each party’s rights and obligations. Your continued use of the service after such a modification constitutes your acceptance of the modified terms to the maximum extent permitted by applicable law.